non-employeedirectorcomp






                   Non-Employee Director Compensation Policy                              Effective:  April 25, 2013                   as amended by the Board on January 18, 2017 and                    by the Compensation Committee on June 2, 2020   Each member of the Board of Directors (the “Board”) who is not also serving as an employee of  NeoPhotonics Corporation (“NeoPhotonics”) or any of its subsidiaries (each such member, a  “Director”) will receive the following compensation for his or her Board service (unless  otherwise determined by the Board or the Compensation Committee):   Annual Cash Compensation  The annual cash compensation amount set forth below is payable in equal quarterly installments,  payable in arrears on the last day of each fiscal quarter in which the service occurred. The meeting  fees set forth below are payable on the last day of each fiscal quarter in which the service occurred.   If a Director joins the Board at a time other than effective as of the first day of a fiscal quarter,  each annual retainer/fee set forth below will be pro-rated based on days served in the applicable  fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Director provides  the service, and regular full quarterly payments thereafter.  All annual cash fees are vested upon  payment; meeting fees are vested upon the date of the meeting.     1.    Annual Board Service Retainer:          a.    Chairman of the Board:  $ 42,500        b.    All other Directors:  $ 42,500    2.    Annual Committee Chair Service Fee:        a.    Chairman of the Audit Committee:  $ 20,000        b.    Chairman of the Compensation Committee:  $ 15,000        c.    Chairman of the Nominating & Corporate Governance Committee: $ 10,000   3.    Annual Committee Member (non-Chair) Service Fee:         a.    Audit Committee:  $ 10,000        b.    Compensation Committee:  $ 5,500        c.    Nominating & Corporate Governance Committee: $ 4,600   4.    Annual Lead Independent Director Service Fee:  $7,500   5.    Meeting Fees:        a.    Meeting fee for member of the Technical Advisory Board:                     $5,000 per regular meeting if the meeting requires long distance travel (i.e.                    >1 day)                   $2,500 per regular meeting if the meeting does not require such travel (i.e.                    <1 day for a conference call meeting) 





 






Equity Compensation   The equity compensation set forth below  will be  granted under the NeoPhotonics Corporation  2020 Equity Incentive Plan (the “Plan”).  All stock options granted under this policy will be non- statutory stock options, with an exercise price per share equal to 100% of the Fair Market Value  (as defined in the Plan) of the underlying NeoPhotonics common stock on the date of grant, and a  term of ten (10) years from the date of grant (subject to earlier termination in connection with a  termination of service as provided in the Plan).  The Board and the Compensation Committee    1.    Annual  Grants:   On  the  date  of  each  NeoPhotonics  annual  stockholders’  meeting  (commencing with the 2020 annual meeting), each Director will be automatically, and without  further action by the Board, granted:         (A)   a stock option for a number of shares of common stock with a target value equal to              $47,000, rounded down for any partial share.  Such option will vest in twelve (12)              equal  monthly  installments  from  the  date  of  grant,  such  that  the  option  is  fully              vested on the one-year anniversary of the date of grant*, subject to the Director’s              Continuous Service (as defined in the Plan).         (B)   Restricted Stock Units (RSUs) covering a number of shares of common stock equal              to (i) $47,000 divided by (ii) the Fair Market Value of a share of NeoPhotonics              common stock on the date of grant*, rounded down for any partial share.  Such              RSUs  will  vest  on  the  one-year  anniversary  of  the  date  of  grant,  subject  to  the              Director’s Continuous Service (as defined in the Plan).    * The stock options and RSUs will be deemed fully-vested if the Director’s term concludes at the  following year’s regular annual stockholders’ meeting, even if such meeting occurs less than 12  months from the previous meeting.   Target fair value for the above stock option grants will be calculated using a Black-Scholes model  and based on a 30 trading day trading average (ending the day before the grant date).